MLP: Skyfall
by MarcellusMiro66
Summary: Twilight begins to question her loyalty to her friends, Princess Celestia, and Shining Armor when she unwillingly teams up with a Changeling in order to the fake Cadence's existence. (A retelling of "A Canterlot Wedding")
1. Chapter 1: Prologue (Aftermath)

Hi, everyone, MarcellusMiro66 here! This is a **_My Little Pony: Friendship is Magic_** story and a revised version of **_Trust In Me_** , except this is more darker. The story is essentially same to that of the original, but with a more edgier tone and more plausible plot development/strong characterization. The story finds Twilight questioning her loyalty to her friends and family when she forms an alliance with a Changeling commander in order to prove her innocence and expose the impersonator known as Queen Chrysalis.

The central characters (from prominent to important) are listed below:

 _• **Twilight Sparkle (voiced by Tara Strong)** : The apprentice of Princess Celestia and the [former] leader of the Mane 6. Twilight is distraught when her friends and family fall victim to a deceiver masquerading her former foalsitter Cadance (Princess Mi Amore Cadenza). She begins to lose her sanity/question her loyalty when she makes a deal (and not join forces) with a Changeling named Logan Lazuli in order to take down the impersonator._

 _• **Dusk Shine** **(voiced by Jude Law)** : The personal commander of Queen Chrysalis and the [former] leader of the Changeling Swarm. Dusk is hesitant to take over the city of Canterlot due to the presence of Princess Celestia, the perceived murderer of a loved one of his. Seeing the wedding as his opportunity to seek rightful vengeance, he strikes up a deal with the Princess's apprentice Twilight Sparkle as a means to put the Princess herself in her place. _

_• **Princess Celestia (voiced by Nicole Oliver)** : The Alicorn co-ruler of Equestria alongside her younger sister Princess Luna and the aunt of her niece Princess Cadance. She suspects her niece is not herself and notices her apprentice's distraught behavior following her disappointment in her accusing of her niece of being a threat. Realizing that the threat made against Canterlot is among them, she seeks redemption not just for herself, but Twilight as well._

 _• **Queen Chrysalis (voiced by Kathleen Barr)** : The ruler of the Changelings and the shapeshifting impersonator who masquerades as Princess Cadance in order to invade Canterlot. Chrysalis's motive is clear and simple: she wants love and she wants it now. Or does she?_

 _• **Thorax (voiced by Kyle Rideout)** : A Changeling soldier who is simply at the wrong place at the wrong time. Thorax is less of a fighter and more of a pacifist, only fighting whenever it is necessary._

 _• **Pharynx (voiced by Bill Newton)** : A Changeling soldier and the older brother of Thorax, Pharynx is a Blood Knight. This means he is addicted to the action and bloodshed that comes with the battles he faces. This doesn't mean he cares deeply for his younger brother's safety._

When writing/depicting the characters, not everything is good vs. evil. Their mortality is depicted within the shades of morality: black, grey, and white. Twilight's story arc is basically what the _Star Wars_ prequels should have been: a crystal clear origin story on how the heroic Anakin Skywalker – the perceived Chosen One – became the villainous Darth Vader, the server of the Dark Side. Twilight goes from idealistic to realistic to idealistic with a realistic edge; Logan, on the other hand, goes from realistic to idealistic to realistic with an idealistic edge...the complete reversal of her story arc. Compared to Logan in **_Trust In Me_** , Dusk Shine takes his job very seriously. And the story's plot isn't rushed and a run-of-the mill story; this chapter begins where Twilight is being chastised by her brother Shining Armor and shunned by her friends and mentor Princess Celestia near the end of _A Canterlot Wedding - Part 1_.

I decided to rework on this story because it felt overstuffed with too many characters and plot holes that seemed to be more in line with **_MLP: Equestria War_**. I want this story to be a reasonable prequel to **_Equestria_ _War_** : more smaller, more deeper, and more personal. While this story will maintain elements from the original, it will remain entirely different. It will also serve as a precursor to **_The Rise and Fall of Equestria_** , a reimagining of **_My Little Pony: The Movie (2017)_** , which in turn will be a prequel to my upcoming **_Justice League_** story. So...

Enjoy! If you can...

* * *

 ** _At the Frozen North. . ._**

 ** _Drip..._**

 ** _Drip..._**

 ** _Drip..._**

 ** _Drip..._**

 ** _Drip..._**

 ** _Drip..._**

 _His ears perked up at the beads of water dripping from the stalactites. He took light inhales and exhales in the duration of his meditation. He struggled to locate inner peace amidst this time of anarchy, chaos...and discord. He just couldn't, however. Despite the fact that he was much of an expert of practically everything, he had much to learn. Still, after all this time, give or take six years._

 _The unicorn softly sighed under his breath as his meditation continued. He felt the warm crisp of his cavern campfire nip at his legs and the cold breeze of the frozen land blow against his body. It was neither too hot nor too cold, but it was just right. What wasn't right, however, was the reason why he was here in the cave and not the Changeling Realm as he planned earlier._

 _That reason was the same reason why his act of vengeance would work. It was his motivation._

 _The unicorn opened his eyes just as a midair circle of harlequin flames surrounded and engulfed him. The unicorn was no longer an unicorn. He was now a Changeling, a creature that served only Queen Chrysalis, Queen of the Changelings. Or, supposedly served only Queen Chrysalis, Queen of the Changelings. See, this particular Changeling was different than the others to say the very least, and perhaps this was why they found it intriguing and envying at the same time. Yes, he had the moderate arctic blue eyes, dark arctic bluish grey mane, sea greenish black chitin, and dark blue carapace. However, he lacked most of the insect-like characteristics one would associate with a love-seizing creature. This means no holey legs, no webbed manes and tail, no reflection-less eyes, and most importantly...no nature/desire to feed on love. It wasn't that it was a bad thing...but Chrysalis saw something in him that no one else did and took him under her figurative and literal wing._

 _Hence the reason for being in this cave and not joining the conquest for Canterlot._

 _Not that he wanted to, anyway. It was their loss._

 _The Changeling levitated down onto his four feet and sighed once again. He cracked his neck, stretched his muscles, and smacked his lips. Glancing around, the campfire had never lost its flame as did the frozen land with its chill down his spine. In fact, it was getting a little too chilly for his tastes despite the campfire, prompting him to summon an jet-black cloak. Walking over to his clear crystal ball, he uttered an incantation to properly activate it. Needless to say, the scene that unfolded before him was not pleasant...in the slightest._

 ** _"You want to know why my eyes went all [*Bells jangling*]? Nuh! Because ever since I started having to perform my protection spell, I've been getting terrible migraines. Cadance hasn't been casting spells on me. She's been using her magic to heal me! And she decided to replace her bridesmaids because she found out the only reason they wanted to be in the wedding was so that they could meet Canterlot royalty! And if she hasn't been on her best behavior with your [*Hoof Stomp*] friends, it's because with me being so busy, she's had to make all the decisions about the wedding!"_**

 ** _"I was just trying to – "_**

 ** _"She's been completely stressed out because it's really important to her that our big day be perfect! Something that obviously wasn't important to you! [*Gasps*] Now if you'll excuse me, I have to go and comfort my bride. And you can forget about being my best mare. In fact, if I were you, I wouldn't show up to the wedding at all."_**

 _The Changeling watched in pity as the older unicorn left the younger unicorn to think on her sins. Not soon after, her friends followed him._

 _ **"C'mon, y'all. Let's go check on the princess."**_

 _..._

 ** _"I was – "_**

 ** _"You have a lot to think about."_**

 _The door was slammed shut as the Princess and the younger unicorn's cohorts left her. For good, he didn't know. All that he knew was that this unicorn screwed up. Real bad. She needed help. ' Or **wanted** help ,' the Changeling thought to myself. 'Nevertheless...I have to help her. Besides...she'll make a brilliant piece of perfection in my act of vengeance.'_

 _He packed his belongings in a duffel bag, which he slung over his back. He sighed once more as his horn glowed a lapis lazuli blue_ _–_ _'Ugh. Damn this teleportation spell'_ _– before teleporting to the Canterlot castle._

 _Logan Lazuli hated teleportation spells._

* * *

 ** _In the Canterlot Castle. . ._**

 _"Maybe I was being overprotective. I could've gained a sister. But instead... I just lost a brother..."_

Twilight hearing herself say those exact words from her thoughts made the mood even more depressing. Laying on top of the stairs of the wedding hall, Twilight could only lament the personal loss of her brother and a potential sister. All because she believed Princess Mi Amore Cadenza was a fraud. Unbeknownst to anypony else including herself, she was. In actuality, she was Queen Chrysalis, Queen of the Changelings, a race of insect-like creatures that take advantage of somepony they "love" and feed that love off them. They were also the shapeshifting safeguards of Chrysalis, whose plan of conquering Equestria by impersonating the royal wife of the Captain of the Royal Guard (Twilight's brother) was proceeded through with success.

Logan would've considered himself to be like any other Changeling, but for some apparent reason, Chrysalis had taken a fondness towards the youngling. Of course, you know this already.

Logan could only listen from above the ceiling as Twilight sang solemnly to herself:

 ** _He was my big brother, best friend  
_ _Forever...  
_ _And now, we'll never do anything  
_ _Together..._**

As he listened to her song, Logan couldn't help but feel sorry for the pony he wanted to... _Oh, Logan. Spare your sympathies for someone who cares. Focus on the job beforehand. Then you can kill her later. Kill..._ He never liked that word. He never wanted to say that word. He never committed that word. In fact, he didn't plan to any sooner. The tragic irony of it all. However, this was his job and duty as of the moment, and he had to perform and perfect it. Carefully levitating down to the ground and landing a few feet behind Twilight, Logan placed on his jet-black cloak and readied his bent horn, aiming at the unicorn pony in question. He wanted to fire...

But he couldn't.

 _Now that I got a much clearer look... Why does she look so familiar to me?_

While not necessarily feeling that sympathetic toward the unicorn mage, Logan knew that Twilight had potential for something greater. Over the years following his birth, he had grown to find that the kingdom of Equestria wasn't that menacing as Chrysalis taught him and the other Changelings. He had figured that out at a young age, when he met a young unicorn who was a mere two years younger than him. She had taken up an affinity for the young Changeling and taught hims the ins and outs of being a resident of Ponyville, Canterlot, and all of Equestria. In her home, the last time before she left for Canterlot and he would ever see her, she gave him a lasting gift that was still lasting...his first kiss.

Logan softly blew his breath and shapeshifted into Princess Cadence, slowly advancing toward Twilight, who was still laying still on the stairs but not crying. Her sobbing had since ceased to exist in exchange for ashamed silence. In return, her silence quickly subsided when she noticed a shadow looming over her. She glanced up and came face to face with her brother's wife/former foalsitter herself and immediately reeled herself in for a supposed warm hug.

"I'm sorry!"

Suddenly, "Cadence" smirked a sinister smirk, "You will be."

Unexpectedly, she drove her horn into Twilight, prompting a shocked and horrified gasp from the arch-mage. Glancing down to her severe wound and back up to her assailant, who pulled his horn out and continued his genuine yet dastardly fake smile as he reverted back to his true form. It horrified her to the full extent, and yet...it also intrigued her. She didn't have time to focus on this topic, however, as she slowly collapsed to the floor and drift into unconsciousness. Logan gazed at her with solemness as he cast a spell that surrounded and engulfed the both of them into the Caves of Canterlot below.

 _Not the reaction I was expected, but...it was a reaction nonetheless._

Logan was confused by Twilight's reaction. Not only was she scared by him, but it was some implication that...she was _enthralled_ by him. _Oh, perhaps she has never seen a Changeling before, especially my kind._ He mused about this as he went over the layouts of his precise plan. Not only was he the first of his kind, but he was also the _only one_ of his kind. He had no parents, no brothers, no sisters, no godparents, no nothing. Well...that third-to-last part wasn't exactly true. There was one person he always considered a sister to him, and he was the main motivation for striving survival in this undoubtedly unfamiliar world. There was a time where Logan wasn't cold and distant, but actually warm and welcoming; but that was a long time ago.

Once in the caves, Logan hoisted Twilight up and placed her far away from him as possible. Walking away and sitting at a safe distance from her, he got into a mediation position and slowly fluttered his eyes to a close. He never wanted this. He never wanted that. This, being having to savagely stab Twilight to the point of unconsciousness. That, being having to unmercifully rule Equestria to the point of oblivion. Despite being a Changeling and having no remorse, Logan was dead set against his Queen's quest for conquest. However, he didn't want Equestria to be superior above all other inferior kingdoms before it.

 _I can't kill you just yet, young one. I need you alive._

 _Ally or enemy?_

 _Friend or foe?_

 _Hero or villain?_

 _..._

 _I have no idea..._

Letting the morbid memories overwhelm him once more, Logan sighed underneath his breath and reverted to his disguise: a winged unicorn with a similar structure to Twilight, only with sapphire blue eyes, a light bluish grey coat, and a dark cerulean mane. Heading over to the closet of Twilight's headquarters, he opened it up to reveal a Royal Guard's bloodied corpse. Using his magic to levitate the golden armor off him, Logan placed it on himself. Observing himself from head to toe, he nodded in satisfaction and closed the closet door behind him, not bothering to carefully hid the still alive body, which he dampened with his own scent.

"I'm sorry, good sir. I hope you can understand."

* * *

Princess Celestia watched on as her younger sister Luna began to bring up the moon, as it was her duty to raise the sun. She nodded in satisfaction before turning away to head back to the wedding hall. At the last second, however, she decided against it. Then she reached out for the door knob, and then retracted her hoof. She was undeniably at odds with herself at this moment. Eventually though, she made a decision and hesitantly opened the door. To her utter surprise, her apprentice was not there, which unfortunately brought back a certain memory, which came rushing back to her at full speed.

Celestia was very disappointed in Twilight for accusing Princess Cadence for being an imposter/potential threat to both Canterlot and Shining Armor, but did she really have to go that far as to ban her from the wedding and its entirety? Sure, she was his sister and the best mare, and it was actually his responsibility for her banning for pony's sake. Still, in her right mind, her accusation was no excuse for Twilight to act like a little filly.

Celestia was no heartless spectre, however. She was the rightful ruler of Equestria, and even she had standards. She wasn't just absolutely appalled by Twilight's actions...

 _But **her** own as well..._

* * *

Twilight jolted awake and glanced around to find herself in the deep caverns of Canterlot. Attempting to stand, her following attempts failed miserably and continued to collapse back down to the rocky ground, complete with a barrage of pained shouts and yells. Clutching her stomach in distress, the unicorn rolled over onto her back and continued her agonized groaning until her voice became hoarse. Making one final attempt to stand, her legs gave out and she collapsed onto her side, panting heavily and rapidly blinking her pair of eyes to restore her dazed vision.

The caverns were overblown with crystals of various sizes. The crystals acted as mirrors – mirrors that reflected her past self to her present. On one side, there was an innocent filly. On the other, there was a guilty unicorn. In the middle, there was a horrifying combination of the two. She tried to explain the truth, and all she got were more lies. Ironically, in her eyes, those lies seemed to speak the actual truth. The truth being that they didn't care about her anymore; they actually chose the imposter over her. They actually chose a backstabbing, cold-hearted, and relentless monster over her, a good-hearted, loyal, and truth-to-her-word apprentice of Equestria's Princess.

In her right mind, Twilight believed that Celestia didn't deserve to be the Princess of Equestria. Not after today.

As she was lamenting on her decision to help her so-called friends on basically everything in the past two years, she glanced down blankly to stare at her hoofs and she soon sat up straight. Looking at her hoofs in horrified disbelief, Twilight saw that her hoofs in question, front and back, were blackening and full of holes. Bolting to a nearby crystal, she gazed upon her reflection in her genuine horror, and for good reason. Her face was halfway resembling that of a full-fledged monster; her entire face, head and muzzle, had completely blackened and she had two different eyes now – one with a pupil (right) , one without (left), and both moderate violet. Her horn had been replaced with a bent one, and her hair was skillfully spiked in different directions.

Twilight heavily panted and eventually screamed in the horrified realization...

 _Twilight was becoming like her..._

* * *

Exiting Twilight's sleeping quarters and swiftly sweeping the scene for any stragglers, Logan then headed for the Princess's. So far, so good...his plan was going off without a hitch. He wasn't sure how the apprentice of Princess Celestia would react to her indirect involvement in his direct design, but he was pretty sure that it was _not_ going to be pretty. _Oh, well. Twilight will thank me later...in more ways than one, one may contemplate._ Knocking a few taps on the door, it wasn't until half a second later that Princess Celestia herself called out,

 ** _"Come in!"_**

Logan indeed come in the room, bowing down to her Majesty. It was something he wasn't particularly fond of at the moment, especially seeing how the Alicorn he was bowing down to...was his sister's murderer.

"Forgive me, Your Majesty, but...I surely hope that I wasn't disturbing you – "

"Oh, no, it's quite alright. You seem troubled, however. What is the matter?"

Being a skilled actor in his pastime, Logan played his feigned disturbance to genuine perfection, "I have made...a horrifying discovery."

Furrowing her eyebrows, Celestia stood tall, "What kind of horrifying discovery?"

"Well, the kind that horrifies you to the full extent."

"I see. Where is it?"

"Wait here."

A few minutes later, Princess Celestia and Logan looked on in horror (the term used _very_ loosely in the latter's case) as the subconscious Royal Guard was led away from Twilight's room and Nurse Redheart stoically approached them both,

"Well, the poor stallion's not saying much but..."

"But what?"

The Nurse took a deep breath before continuing, "He kept on saying, _'He did this...'_ "

Princess Celestia furrowed her brows even more, "Who did this to him?"

"A Changeling, my Princess." Celestia and Redheart turned to face Logan with pure skepticism, "A Changeling did this to him, Your Majesty. I know this because I caught a whiff of its scent on the Royal Guard when I discovered him in Twilight's room."

At this comment, Celestia and Redheart both furrowed their brows; in fact, the former's brows furrowed harder than ponyly possible.

"What was he doing in Twilight's room?"

"I had a hard time figuring that out, too. However, it appears that this ambush was a shameless attempt to frame Twilight by the impending threat made against Canterlot."

Celestia looked and contemplated away for a brief moment the events before the wedding. Specifically the events at the wedding rehearsal, where Twilight had "saved" Shining Armor from the misery that would plague him for all eternity if he had married Princess Cadence. This didn't bode well for the Captain of the Royal Guard, however, and went into full berserker mode, dismissing her from the wedding and as her Best Mare. That unexpected (or, in this case, expected) turn of events prompted the Mane 5, Spike, and Princess Celestia herself to follow suit. Thus, this left Twilight alone, defenseless...powerless.

It turned a good mare...into a _cruel_ one.

 _So who was to blame? Her...or us...?_

"Princess Celestia?"

Said Princess shook her head away from that dark thought and found a concerned Royal Guard and Nurse gazing up at her.

"Oh, right. Nurse Redheart, proceed with the others and check on the Royal Guard. And you..."

"Dusk Shine, a new member of the Castle Guard. My friends call me Skyfall."

 _Ha! Yeah, right! Like you had any friends to begin with..._

"Alright, Skyfall, find Captain Shining Armor and bring him to my quarters. There is something I would like to discuss with him in private."

"Yes, ma'am."

Logan turned tail and trudged onward to the sleeping quarters of his superior. _Ha, superior! I bow to no one..._

 _...not even my own Queen._

* * *

 ** _In the caverns. . ._**

Back in the Canterlot Caverns, Twilight had kicked off a chip of crystal from the wall. Positioning it so her full body was in full view and filling the capacity of the crystal mirror, she again gazed upon her reflection. She was fully blackened – or very dark grey – with two different eyes, her mane skillfully spiked in different reasons, her back partially normal purple, and clear harlequin wings. Twilight was completely horrified by her new makeover.

 _Then again..._

Twilight stood up and observed herself much more. It was because of her stressed state that she was unable to examine her new and improved form crystal clearly. Now? Now that she was able to take in her physical appearance, discover her newfound powers, and found out what exactly she was dealing with. First testing out her horn, she found that her usual light brilliant raspberry magic aura had been substituted for a brilliant green color. Not that she necessarily disliked it, but... _Was it really my taste?_ Secondly, her eyes were half normal, half abnormal. Her left eye was the normal half, her right eye was the abnormal half; the abnormal half was the closest she got to a sanity slippage. Next, her wings and holey legs provided a significant spin on the monster she was supposed to be, giving her insect-like features akin to such as a bumblebee or winged ant. Then, there was the matter of her purple carapace and sea greenish black chitin. They both seemed quite familiar to her...but where?

Twilight had staring at her reflection for some time now. The reason being that she was contemplating her decision on how her revenge against her so-called friends, mentor, and older brother should proceed through. This was the problem; she was still conflicted about her sudden vengeance-driven attitude. What if they apologized at the last possible minute? What if the imposter was defeated at the last possible moment? What if...Celestia needed her help at the last possible second?

 _No...no, they couldn't. They disowned me. They dismissed me. They disliked me. Now... Now I'm alone._

Twilight didn't need them. She didn't need her friends. She didn't need her brother. She most certainly didn't need her mentor. Their decision to choose royalty over loyalty was equivalent to walking a tightrope.

 _Things change, I suppose._

 _. . ._

 _Wait a minute. Change..._

Twilight gasped in shocked realization as stunned silence overtook her. _Change... **Change...** **Change...**_

Twilight now saw the truth was staring her dead in the eyes.

 _I'm a Changeling._

* * *

 _I'm a Changeling._

Logan's ears perked up at Twilight's revelation and secretly smirked in pride.

"Oh, aren't you the clever one?"

Logan had located Shining Armor and sent him to Princess Celestia's quarters; he himself had stayed outside the room and never bothered to listen on to their "little" conversation. No, instead of doing just that, he contemplated his wise or unwise decision of stabbing Twilight in the chest. Granted, he had missed her heart by that much, but still it granted her the ability to revert back and forth into a Changeling. A very, nasty Changeling, one would add. He constantly reassured himself that this move was necessary for his plan for retaliation. _However..._ He couldn't help but feel that his desire for revenge was getting in the line of his duty. Yet, he had no duty besides siphoning the love of ponies and utilizing it for one's use, something that he wasn't particularly fond of, which was probably why he never actually did it anyway. This scared him, and made him feel useless, unwanted...unloved. He winced at this suspicion, fearing this to be woefully true and correct. He began to pace nervously in front of the room and his nervous sweat began to rub, dampen, and glisten against his golden armor.

 _No, Logan. There's no room for fear. No room for failure. No room for...fixation. Your rather ominous obsession concerning the Princess's apprentice is beginning to besmirch your immense intellect. She doesn't know you. You don't know her. The only means of interaction the both of you had was you practically killing her, and that's never a sign of well-intent. Your intentions themselves are quite questionable and misguided at best. You seeking justice for a long-lost sister you never knew existed? That's quite the basis for your quest for vengeance. I suppose you have never heard of the phrase "Vengeance feels empty"?_

 _. . ._

 _Even so, I can't help myself. I'm an Old Testament creature of sorts. Vengeance is my calling card, as it is for all of ponykind. What was the phrase? Oh, yes: "An eye for an eye." Just as ponies are prone to repay kindness with kindness, they are also prone pay evil unto evil. After all,_ _nothing in the world could change that..._

 _I'm a Changeling._

Logan suddenly heard the door fly open and nearly slam dunk into his nuzzle, had he not moved out of the way in time. He found both the Captain of the Royal Guard and the Princess gazing below him. He strangely didn't feel intimidated by this perceived double threat. Instead, the bottled-up anger he withheld was about ready to erupt any moment now.

"Skyfall, was Twilight in her room when you found the Royal Guard?"

Logan quickly nodded, "No, Your Majesty, I was alone and I heard him when I was heading to Twilight's room."

"And why were you heading to Twiley's room?"

For the moment, Shining Armor received no response from his soldier. For suddenly, for some odd and apparent reason, Logan's fear quickly disappeared as it quickly appeared the first time. In fact, cocky confidence was the replacement emotion.

"Well, no important reason...unless you call comforting a distraught and abandoned Twilight Sparkle an important reason."

Princess Celestia and Shining Armor were both taken aback by Logan's response, the latter in particular becoming rigid and defensive at the mere mention of his younger sister. "What about Twilight? What did you do to her?"

"Ugh, _now_ you're defending your sister? You could've done that when she was practically protecting you from an even worse fate?" Just as Shining Armor was reply with a readied refutation, Logan bitterly interrupted him, "And don't give me that "What are you talking about?" bullshit. Unlike some ponies who mind their own business, I couldn't help but get involved _in yours_. I heard your "little" argument in the wedding hall, how you saw Twilight's accusations of a fake Cadance as false. I heard and I quote: **_Now if you'll excuse me, I have to go and comfort my bride. And you can forget about being my best mare. In fact, if_ _I were you...I wouldn't show up to the wedding at all._** "

To say the two adults were both stunned and terrified would be an understatement. Princess Celestia took notice of Logan's usage of the words "distraught" and "abandoned" to describe her apprentice. She fully realized that her past suspicions that Twilight Sparkle was undergoing the emotional trauma of the wedding rehearsal had been presently confirmed to an extent, much to her rushing horror. _Is Twilight...really under the spell of pain and suffering?_ Shining Armor didn't fare much better, either. Yes, he shared the same suspicions that his sister was being subjected to the everlasting effects of his verbal wrath a few hours ago. _My God...what have I done?_

Logan plastered two facial expressions: an inward smirk and an outward frown. With the latter, he turned tail and left the both of them speechless. Until Shining Armor regained his voice to call out: "Wait! Who are you?" He stopped for a moment; without turning back, his frown grew even further before continuing on.

 _What the hell did I just do?_

 _You practically just gave a verifiable "The Reason You Suck" speech to both the Captain of the Royal Guard and the Princess of Equestria, basically fucking them up in the process._

 _..._

 _Yeah, let that sink in for a second._

Logan winced in pain and shook his head as an ear-piercing scream echoed through his subconscious. Obtaining his posture again, he grimaced at the thought: _Twilight must have figured out exactly what she is at this moment._

 _I can't kill you just yet, young one. I need you alive._

 _Ally or enemy?_

 _Friend or foe?_

 _Hero or villain?_

 _..._

 _I have no idea..._

 _ **("Skyfall"** – **Adele)**_

 ** _This is the end  
_ _Hold your breath and count to ten  
_ _Feel the Earth move and then  
_ _Heart my heart burst again_**

 ** _For this is the end  
_ _I've drowned and dreamt this moment  
_ _So overdue I owe them  
_ _Swept away, I'm stolen_**

 ** _Let the sky fall  
_ _When it crumbles  
_ _We will stand tall  
_ _Face it all together  
_ _At Skyfall_**

 ** _At Skyfall..._**

 ** _Skyfall is where we start  
_ _A thousand miles and poles apart  
_ _Where worlds collide and days are dark  
_ _You may have my number, you can take my name  
_ _But you'll never have my heart_**

 ** _Let the sky fall (Let the sky fall)  
_ _When it crumbles (When it crumbles)  
_ _We will stand tall (We will stand tall)  
_ _Face it all together_**

 ** _Let the sky fall (Let the sky fall)  
_ _When it crumbles (When it crumbles)  
_ _We will stand tall (We will stand tall)  
_ _Face it all together  
_ _At Skyfall..._**

 ** _Where you go I go  
_ _What you see I see  
_ _I know I'd never be me  
_ _Without the security  
_ _Of your loving arms  
_ _Keeping me from harm  
_ _Put your hand in my hand  
_ _And we'll stand_**

 ** _Let the sky fall (Let the sky fall)  
_ _When it crumbles (When it crumbles)  
_ _We will stand tall (We will stand tall)  
_ _Face it all together  
_ _Let the sky fall (Let the sky fall)  
_ _When it crumbles (When it crumbles)  
_ _We will stand tall (We will stand tall)  
_ _Face it all together  
_ _At Skyfall_**

 ** _Let the sky fall...!_**

 ** _We will stand tall...!_**

 ** _At_ _Skyfall...!_**

 ** _Oh..._**

* * *

 _ **A/N**_ : The movies **_Memento_** , **_The Parallax View_** , and **_Vertigo_** are major influences on the story, as are the themes of identity, paranoia, redemption, vengeance, and Stockholm Syndrome. (For the third one, take a wild guess.) Twilight is not the hero, but she's also not the villain; likewise, Logan is not the villain, but he's also not the hero. They're both misunderstood ponies who were mistreated on one fateful day and decide to fight back.

The overall design of the Changeling Twilight is the one from _itoruna-the-platypus_ ; I would like to thank her. Also, Logan's mane is similar to Double Diamond's ( _The Cutie Map, Part 2_ ) when he gets his cutie mark back.


	2. Chapter 2

**_In the caverns. . ._**

Twilight frowned as she reverted to her pony form and back to her Changeling form. _And again. And again. And again. And again..._ She kept on contemplating reasons on why the transformation from unicorn to Changeling had occurred to her. Not just her, but _specifically_ her. However, she couldn't reach a reasonable conclusion aside from the fact that it was a means to hinder her attempts to interfere with the fake Cadance's plans for Canterlot and presumably all of Equestria. _Maybe that's the only reason... After all, I was the only one who saw through her lies and tried to warn the others... Then again...what if the threat made against Canterlot really was the Changelings...and the fake Cadance is their leader?_ Twilight subsequently shuddered at the terrifying thought and decided it was enough. She needed to get out and stop her...if not save the city and her friends in the process. When she made her decision, she had reverted back to her Changeling form before a barely audible grunt of pained annoyance prompted her to revert back to her pony form. Walking around until she came near the source of the grunting, she used her horn to blast a hole in the wall behind her to reveal...

 _Cadance? Or most likely..._

Twilight could only contain her rage for so long. That moment should've lasted a little longer. Scowling in anger, she charged forward to the fake Cadance just as she noticed and pleaded, "No! Wait!" Ignoring her pleas of mercy, Twilight lunged forward and tackled her to the ground, a beyond angry facial expression all over, ready to murder somepony. Her horn, glowing its usual light brilliant raspberry color a lot brighter than it should've, was a testament to this fact.

"Please! Don't hurt me! Twilight, it's me! Please, you have to believe me. I've been imprisoned like you. The Cadance who brought you down here was an imposter."

"Likely story!" Twilight's scowl grew larger as her horn glowed brighter, but then she eventually softened up when a familiar childhood melody was uttered, _"Sunshine, sunshine, ladybugs awake. Clap your hooves..."_

 _"...and do a little shake,"_ Twilight finished in unison with Cadance, whom she hugged instantly, "You remember me!"

Cadance pulled away from Twilight and smiled sincerely, "Of course I do. How could I forget the filly I love to sit for the most?"

All of a sudden, the real Chrysalis's laugh echoed throughout the caverns. The two mares shared determined glances.

"We have to get out of here!" Twilight pulled Cadance to her feet, "We have to stop her!" _I have to stop her...!_

The both of them ran through the caverns, searching for a way out. A few time-consuming hours and a mineshaft ride down later, and they were beginning to lose hope. And then...that's when they both saw it, "There!"

As they made a run for it, the duo screeched to a stop and found themselves face to face with the three former bridesmaids,

"You're not going anywhere," Minuette, Lyra Heartstrings, and Twinkleshine said in scarily calm unison. Twilight and Cadance took notice of the bright green eyes, now discovering that they were under the fake Cadance's control. The trio backed them up against a wall and Cadance saw it; at the corner of her eye was their ticket out of there. Using her aura, she levitated the bouquet of flowers in full frontal view of the three mares, who were instantly blissfully ignorant of the fact that they were basically allowing their now unguarded prisoners to escape,

 _"I want it!"_ The trio yelled in unison as they all dove after it. Now they're going _anywhere_.

Twilight and Cadance nodded and made their way out; it was still nighttime. Heavily panting, they both hugged again for the sake of it,

"So... What do we do now?"

"Well...you need to get some sleep. My suite is just a few miles from here."

"Wait. What about you?"

"I'm going to get help. We can't exactly take on the imposter ourselves. But Cadance...if I'm not here by the morning...promise me you'll do whatever it takes to keep the kingdom safe."

Cadance was hesitant, but thankfully for a moment or two, "I promise. Be safe, Twilight."

"I will." After sharing their third and final hug for the night, they both went their separate ways: Cadance's to the suite, Twilight to the Everfree Forest. When she was out of her radius, the unicorn mare reverted back to her Changeling form. She began her travel to find the Changeling who had imprisoned her in the caverns. She was bent on find out more about who her captor was and what his intentions were. She couldn't help but notice the unsettled look on his face when he committed the action, making her question whether or not he was a villain. Whatever the case, this particular Changeling intrigued her and she won't stop until she found him...or he found her. _Yes, he seemed to enjoy it on the outside, but actually endured it on the inside._ _He was evidently troubled by the troublesome crime he had committed a few hours ago and his face clearly showed it, even through the smug smirk he displayed perfectly imperfectly._ However, her doubts about the Changeling whether or not he was being bad or good was the least of her worries.

Twilight was starting to reconsider her decision to vow revenge on the Elements of Harmony. They were her friends for pony's sake; Fluttershy was kind, Pinkie Pie was hilarious, Rarity was generous, Applejack was honest, and Rainbow Dash was devoting. All had contributed to her well improved lifestyle...and yet they were the ones who had greatly fractured it when they – along with Princess Celestia and Shining Armor – ditched her just like that. However, they were still her friends. However, they needed to be taught a lesson.

 _Making a decision is hard..._ Twilight thought as she rubbed her head.

* * *

 _Making a decision is hard..._ Dusk thought as _he_ rubbed _his_ head.

Dusk had since not returned to the castle, instead relying on the Everfree Forest as his sanctuary for now. Following his verbal beating of both Princess Celestia and Shining Armor (again, you let that sink in for a second), he had struggled to keep the facts straight: he was beginning to care for Twilight...if not _fall_ for her. Not yet, at least. He wasn't the perfect guy _for her_. He was just the perfect guy _to keep an eye out for her_. He had determined that ‒ since the day he arrived and studied Equestria ‒ a certain Royal Guard visiting from the Crystal Empire would be the man for her. Yes, he did harbor some feelings towards the Princess's young apprentice, but that was a long time ago. They were young and in love...oblivious to the consequences that interspecies romance would bring to society. No, there was no time for a flashback sequence for emphasis; that would be saved for another time.

The reason being that he suddenly heard a commotion coming his way. It couldn't be good, so he made a sprint for it. Just as he feared (he didn't actually fear it the first time), his confrontation between him and Shining Armor spurred attempted justice for the Captain. For once, Dusk had Shining Armor at the palm of his hoofs... "For once" being the key phrase.

Dusk ran through the forest and avoided the Royal Guard every twist, turn, and step of the way. He never slowed down only to catch his breath, reaching the edge of the forest before he huffed and puffed...and slumped down, leaning against a nearby tree. Flying up and landing on a branch, he was too energetic to fall asleep. _Then again...could I?_

* * *

Twilight had been walking around the forest for some time now, no sign of the Changeling. Her patience was wearing quite thin and fragile. Talk about proper timing too, and just as she was about to give up.

 _ **("Paint It Black" – The Rolling Stones) [Hidden Citizens Cover]**_

 _ **"I look inside my soul and see my heart is black**_  
 _ **I see my kingdom come I must have it painted black...  
**_ _ **Maybe then I'll fade away to never face the facts**_  
 _ **It's not easy facing up when your whole world is black..."**_

Twilight's ears perked up at the soft yet smooth voice of an incognito individual. Glancing around in confusion, she slowly stopped herself and looked up. There he was: the Changeling...was singing? She was unsure if this singing Changeling was the same one who had imprisoned her in the Canterlot caverns until further notice. She had to find out. Of course, it was because of her lack of wings (unlike the Changeling himself) that she had to teleport up to the tree with him. _Oh, I hate teleportation spells..._ Twilight shook her head in disorientation. As he continued his singing, she couldn't help but join in...almost.

 _ **"No more will my green sea turn a deeper shade of blue**_  
 _ **I could not envision this thing happening to you...  
**_ _ **If I look hard enough into the setting sun**_  
 _ **My love will laugh with me before the morning comes..."**_

The next time, she did.

 _ **"I look inside my soul and see my heart is black**_  
 _ **I see my kingdom come I must have it painted black...  
**_ _ **Maybe then I'll fade away to never face the facts**_  
 _ **It's not easy facing up when your whole world is black..."**_

Twilight and Dusk hummed in harmony the song's fade-out before acknowledging their respective presences. Both never took (let alone, _got_ ) the time to take in one another's physical appearance. For Dusk, Twilight's own was...not unpleasant and surprisingly vice versa. She looked the same the last day he saw her...just a tad older. Her moderate violet eyes, moderate sapphire blue mane with moderate violet/brilliant rose streaks, pale light grayish mulberry coat hadn't changed one bit; the only difference was the sparkling star brand that was her acquired cutie mark. Even when in her Changeling form, Dusk saw the beauty within the beast...and Twilight seemed to agree. His disguise was a winged unicorn with a similar structure to herself, only taller and masculine. He donned a dark cerulean mane, a light bluish grey coat, and sapphire blue eyes. _Why... Why does this Changeling look familiar to me?_

"You're him."

"... Him who? You'll have to be more specific, dear."

"The Changeling...who imprisoned me in the caverns."

Dusk looked away from Twilight, who tilted her head in confusion. "Hmm. So you do remember. But...you do know what Changelings are?"

"Well...not exactly. All I know about them is that they can shapeshift into any creature."

"You're certainly right about that." He leaped off the branch and flapped his wings, offering her a hoof. "Don't worry, I don't bite."

"I do when I'm frightened."

"What's there to be frightened about when I'm here? You trust me, don't you?"

Twilight was skeptical concerning Dusk's question which presumably pierced her armor of iron. He seemed like an ally...if not a good guy to mess with. In fact, messing with him may seem like a death sentence to others who did. After all, appearances can be _very_ deceiving. Who seemed like a calm and collected guy on the surface was really a ruthless and uncontrollable killer beneath it. This was the description of the Changeling before her...

...and herself as well.

"Should I?"

"You should."

At that, Twilight took Dusk's hoof and yelped when he pulled her close. A little too close for comfort. Hanging on for dear life, the both of them soared through the sky and she clung on to him ever so tightly. She saw the grand land growing smaller and smaller from above, prompting her grip on her pilot to only tighten up even more. A few minutes later, they landed in a cave not far off from the castle. Walking inside side by side, Twilight began to trail not far behind Dusk, who led the way towards a sophisticated spiral of sapphire stalactites that glowed lapis lazuli blue. _It's beautiful...but why would he bring me here?_

"You're wondering why I brought you here."

 _Oh. So he can read minds now?_

"Why, yes. Yes, I can. You see, this is one of my many hideouts in Equestria. I have one in the Frozen North, another in Manehattan, another in Dodge Junction, another in Klugetown... You get the idea? I wasn't a Changeling before. I was like you...once. My younger sister and I, we shared a similar dynamic like you and your Shining Armor. Unlike him, however...she never attempted one iota to throw me under the bus. She cared for me, she stood by me, she responded to me. ... She loved me...as I loved her. That was until your Princess Celestia took her away from me on accusations of witchcraft. When she finally discovered the truth and the lie of which it was fabricated from, it was too little, too late. My sister lost her mind...and I lose my hope. Her body was discovered not long ago. I was so caught up in my grief that I never realized this until now: I unleashed my true power."

Twilight's sympathy for Dusk grew as she listened to the heartbreaking speech of the loss and lament of his younger sister. The same time, her contempt for Princess Celestia did the same. _Why...? Accusations? Witchcraft? Too little, too late? How could Princess Celestia do this to them both? Especially her? She did nothing wrong and she wrongfully died for it. The nerve! I respected her, I looked up to her, and I bowed down to her!_

 _Well..._

 _No more respect._

 _No more honor._

 _No more valor._

 _No more..._

"What...kind of power?"

. . .

"The power ponies like _her_...must _never_ possess..."

With the wave of his right hoof, the water from the stalactites up above from a start dripped at different times but all slowed down below to a stop in unison. They then created a whirlwind of water that moved towards the stone floor and formed...absolute perfect replicas of actual ponies of the three main types: the Earth Pony, the Unicorn, and the Pegasus. The fourth one... _Wait, what was that fourth one?_ Twilight, while awed by the sight of Dusk's power, was left baffled by the last pony he created...for lack of a better term. The last "pony" had an Unicorn horn, a pair of Pegasus wings, and the outward appearance of a Earth Pony.

"What is this last one?"

"That, my dear, is what I call an Alicorn. It is an idiosyncratic admixture of an Unicorn's horn, a Pegasus's wings, and the powers of a regular Earth Pony. It's what your Princesses Celestia, Luna, and Cadance are."

 _An...Alicorn? How fascinating! My studies can be expanded upon with this new discovery! ... Of course, this doesn't excuse my mentor's defenseless doing! Or should I say...my **former** mentor's defenseless doing?_

"She's not my Princess. Not anymore."

"Hmm. Which leads to my next little speech. You and I are both victims of cases where ponies like them choose not to listen to poor souls like us. You and I both want something from this miserably fateful case in return. You want justice, I need vengeance. Your friends, brother, and mentor had a choice...and they chose to listen to a charlatan whom your friends barely even know in the span of a single day or two. You suppose this is the part where I convince you to betray your closest ones and join the forces of evil? Well, guess what..."

Dusk leaned in close. Close enough to where his and Twilight's nuzzle were close to contact.

"You suppose incorrectly, dear. This isn't that kind of movie."

Twilight was doubtful of Dusk's true intentions, but questioned on anyway. "Alright. I'm listening."

"The deal I'm offering to you is fairly simple: I'll help you if you'll help me. You need Queen Chrysalis, I need Princess Celestia. We both want the same thing...to an extent. Deal?"

Dusk offered a hoof to Twilight again. Again, her doubt took center stage, despite his assurance that he wasn't going to let her turn toward the dark side. The thing was...she wanted him to. To an extent. Her doubt falling through the cracks, she took his hoof with her own and shook it.

"Deal."

* * *

 ** _At the castle. . . ._**

Cadance couldn't do nothing but do nothing but fiddle with her hooves; she was unsure if she made the right decision. Instead of heading to Twilight's suite as instructed, she headed to Princess Luna's room and informed her of the sticky situation beforehand. She was skeptical about this at first, but she soon realized the threat that they were all dealing with. She suggested that the both of them kept their plan to expose Canterlot of the culprit to themselves; as of now, she, Luna, and Twilight were the only ones fully aware of the tentative truth.

Cadance's head perked up at the door opening and turned to find Luna entering the room whilst levitating a tray of fruit, "I took it you were very hungry during your time in the caverns."

"I am, actually," Cadance nodded a tad too quickly and immediately took the tray from Luna's possession.

"I still can't believe that after the thousand years I've been imprisoned...my older sister cannot differentiate between friend or foe," Luna shook her head in disbelief.

"I still can't believe that Twilight was the only one to see through Chrysalis's disguise," Cadance mimicked her action.

"Chrysalis?"

"She's the name of the Changeling Queen who rules the Changelings."

"Two things: One, how do you know the Changeling Queen's name? Two, what exactly is a Changeling?"

"First, a Changeling is a insect-like creature that feeds on love whenever they can find it. Second...it wasn't that hard. She was practically announcing herself as Chrysalis, Queen of the Changelings, like most villains do."

"Ah," Luna nodded in understanding, "So, what's the plan?"

"Well...to be honest, I haven't gotten this far in said plan," Cadance scratched her head in embarrassment. Luna could only pat her sister's niece on the shoulder in reassurance. "Oh, but I do know that Twilight may be getting some assistance."

"Twilight? Was she in the caverns with you?"

"Yes. Chrysalis had imprisoned her in there with me. She had attempted to warn Shining Armor and the others of her presence, but they didn't believe her. Twilight had said that he revoked her position as Best Mare and...she should consider not attending the wedding at all."

Luna couldn't believe what she was hearing. Shining Armor tearing his younger sister ‒ whom he knew for his whole life ‒ a new one? _But why? Shining Armor never got angry with Twilight Sparkle, even with the most smallest of situations. So why now? Was he under her influence...or his own?_

"I'm going to have a _long_ talk later."

"If you're referring to Celestia, I suggest you leave Shining Armor to me."

"I'm almost tempted to refer to both."

Luna turned to travel to the dreamscape to rid herself of nightmares. Ironically enough, this was her duty. Nightmares were the last things she had time for, and this fiasco placed another worry on her hooves. Not just herself, but the others as well; however, this self-proclaimed threat against Canterlot was on a whole other level... _of worry_ , she clarified. The situation only escalated even further when Luna skimmed through the dreams to locate a certain purple unicorn's.

 _Twilight?_

* * *

 ** _In the caverns. . ._**

 ** _"Why is this so hard?"  
_**

 ** _"Why is what so hard?"_**

 _Twilight and Dusk had finished making their respective devilish deals with each other, fully aware that the deals in question were akin to walking tightropes. They were now in the process of devising a plan to get the Equestrian Princess and the Changeling Queen alone while the chaos of the Changeling conquest would be ensuing. They were still debating whether or not to get them together alone or just alone respectively._

 ** _"Feeling sorry for you. You look like a villain, you sound like a villain, but...you aren't a villain. Do you know what I mean?"_**

 _. . ._

 ** _"I do. The term "villain" can be used relatively loosely in my case, and I am certainly no hero, either. I may not condone violence, but I enjoy it. I do not know the reason why. I just love it. In the many years since my sister's passing, I have taken many professions that were questionable at best. These professions ranged from a gentleman thief and a con artist to a bounty hunter and a ruthless assassin. I was not proud enough of my accomplishments, but I needed the money and resources to survive. Money to pay debts, resources to locate Princess Celestia. Following those years, I had learned of the existence of the younger sister Luna, whom Celestia banished to the moon over her desire of power. Upon that discovery, I had maintained contact with her and...well, I probably should not use the phrase "hatched a plan with her to exact revenge". We just talked."_**

 _. . ._

 ** _"You just...talked?"_**

 ** _"Indeed. Revenge is a very debatable subject that has been discussed for centuries. Not that it has to be, but...what's there to talk about?"_**

 _. . ._

 ** _"You're right. You think other ponies will be talking about this in the future?_** ** _"_**

 ** _"... Just a matter of time, I suppose."_**

 _Twilight and Dusk continued on with their plan._

* * *

 ** _At the castle. . ._**

 _"Oh, dear..."_ Luna muttered. She backed away in horrified silence as Cadance worked out the kinks in her perceived plan. _This... This was unexpected. This wasn't supposed to happen. Yes, Twilight would be mad to an extent, but...I never expected her to be this mad. Joining forces with a peculiar Changeling was an all-time high. It is a risky move that could possibly change the outcome of the wedding, __but the future of Equestria..._

 _And possibly destroy it as well._

"Cadance?"

The princess of love turned to face the princess of the night, "Yes, Luna?"

"There's been a change of plans. We need to move ahead of schedule. _Very_ ahead of schedule."

"Why? What's wrong?"

Luna couldn't give an answer to Cadance just as Chrysalis's laugh echoed all over the kingdom. Only them both, Twilight, and Dusk alone heard this evil cackle...

* * *

 _ **At the same time. . .**_

 _Just as the two respective pairs of ponies worked on their respective plans to defend/take back Canterlot, a Changeling fleet was only miles away from the castle. Leading it was General Pharynx, the head of the Changeling Kingdom patrol who was known to be fiercely protective of his squadron, especially in regards to his own brother. An unique Changeling with purple eyes, red neck fins and tail, blue wings, and more distinct back armor with shades of purple, his name originates from the part of the throat behind the mouth and nasal cavity and above the oesophagus and larynx. His aforementioned brother Thorax was quite much the same. He had the appearance of a cliched Changeling, only with slightly different_ _ears and tail, slightly differently-colored eyes (vivid opal, to be exact), and differently-colored back armor._ _The only noticeable difference that set them apart from each other? His severe lack of ruthless determination in comparison to his older brother. Thorax never liked the action and violence that came with the battle he "fought" alongside Pharynx; in fact, he utterly detested it and preferred to stay out of the callous conflicts whenever he could. He didn't really want to punch his way out of dangerous situations such as the one they were traveling to as of this moment, but he had no other choice whatsoever._

 _If only there was another way that didn't condone the rule of **"Kill or Be Killed"**._

 ** _"Thorax."_**

 _The younger Changeling turned toward his older brother, who cocked his head in concern. **"You okay?"**_

 _ **"Yeah, Pharynx. I'm just..."**_

 _ **"Scared? Or worried?"**_

 _. . ._

 _ **"Um...what's the difference?"**_

 _ **"Well...there really isn't any...or, at the very least, shouldn't be. Being scared means you're completely unprepared for the battle that will inevitably ensue or the failure we must face if this attempted conquest doesn't end well. Being worried means you're not completely unprepared for the**_ _ **battle that will inevitably ensue or the failure we must face if this attempted conquest doesn't end well. So...you tell me. Scared? Or worried?"**_

 _Thorax didn't necessarily dislike the fact, but he wasn't particularly fond of his older brother's complexity...playful or serious. In his childhood, he was initially excited over the prospect of an older brother and just a brother in general, but he eventually learned that brotherhood had its hardships. Pharynx felt the same way, their invisible similarities despite their visible differences paving the way for their newfound respect and loyalty to each other as their respective childhoods progressed. They stood by each other...even in the face of danger._

 _ **"I guess a little bit of both?"**_

 _ **"Hmm. That's reasonable."**_

 _Suddenly, a Changeling flew beside and close to Pharynx...perhaps a little too close for comfort. This particular Changeling with royal blue back armor, garnet eyes, and strangely eagle wings was the General's personal second-in-command. Unlike the others...she wasn't born from a cocoon._

 ** _"General Pharynx! We are nearing the Canterlot limits."_**

 ** _"Thank you, Mortuary Star. Squadron, be prepared!"_**

 _The Changeling armada hissed in reciprocation, the only exceptions being Pharynx, Thorax, and Mortuary Star. The latter in particular was tempted to sing a certain song with that particular command as its title._ _She just couldn't help herself._

 _Neither could he._

 ** _(Be Prepared – Jeremy Irons/Elise Lovelock) [ The Lion King Soundtrack]_**

 ** _[Pharynx]:  
_** ** _I_** ** _know that your powers of retention  
_** ** _Are as fierce as a mother's snide chide  
_** ** _But thick as you are, pay attention!  
_** ** _The Queen's words are a matter of pride_**

 ** _[Mortuary Star]:  
_** ** _It's clear from their vacant expressions  
_** ** _The lights are not all on upstairs  
_** ** _But we're talking queens and successions  
_** ** _Even you can't be caught unaware...s!_**

 _Pharynx and Mortuary Star then took each other's hoof and twirled the other around._

 ** _[Both]:  
_** ** _So, prepare for the chance of a lifetime  
_** ** _Get ready for sensational news  
_** ** _A shining, new era  
_** ** _Is tiptoeing nearer_**

 ** _"And where do we feature?"_**

 ** _"Just listen to teacher."_**

 ** _[Pharynx]:  
_** ** _I know it sounds sordid_**

 _ **[Mortuary Star]:**_  
 ** _But you'll be rewarded_**

 _ **[Both]:**_  
 ** _When at last, we are given our dues_**  
 ** _And injustice deliciously squared  
Be prepared!_**

 ** _"Yeah, be prepared!"_** _A Changeling murmured among his "friends" and shared a hearty laugh,_ ** _"We'll be prepared! For what?"_**

 ** _"Isn't it obvious? For the death of the Princess!"_** _Pharynx declaimed._

 ** _"Why? Is she sick?"_** _A friend of the first Changeling idiotically questioned._

 ** _"No, you numbnuts."_** _Mortuary Star logically answered, **"We're gonna kill her. And enslave the others as well."**_

 _ **"Wow! That's a great idea!"** A female Changeling nodded a tad too quickly, **"Who needs a Princess? In fact, who needs a Queen?"**_

 ** _"No Queen! No Queen! La-la-la-la-la-la!"_**

 ** _"IDIOTS!"_** _Mortuary Star roared, quickly losing his patience with this particular trio, **"There will be a Queen!"**_

 _ **"Really? But you just said..."**_

 _ **"Chrysalis! Chrysalis will be your Queen!"** Pharynx declaimed once more, **"Stuck with her and you'll never go hungry again!"**_

 ** _"Yay! All right!"  
_**

 ** _"Long live the Queen!"  
_**

 _ **"Long live the Queen!"**_

 _ **"Long live the Queen!"**_

 _ **"QUEEN, QUEEN, QUEEN, QUEEN, QUEEN, QUEEN!"**_

 ** _[Changeling Fleet]:  
_** ** _It's great that we'll soon be connected  
_** ** _With a Queen who'll be all time adored_**

 ** _[Pharynx]:  
_ _Of course, quid pro quo, you're expected_**  
 ** _To take certain duties on board_**

 ** _[Mortuary Star]:_**  
 ** _The future is littered with prizes_**  
 ** _And though we both are the main addresser_**  
 ** _The point that we must emphasize is..._**  
 ** _YOU WON'T GET A PIECE WITH HER!_**

 ** _[Both]:  
_** ** _So prepare for the coup of the century  
_** ** _Be prepared for the murkiest scam (Oooh... la, la, la!)  
_** ** _Punctilious planning_** ** _(We'll have food!)_** ** _  
_** ** _Tenacity spanning (Lots of food!)  
_** ** _Decades of deceit and deal (We repeat!)  
_** ** _Is simply why she'll (Endless meat!)  
_** ** _Be Queen, undisputed  
_** ** _Respected, saluted  
_** ** _And seen, for the wonder she is  
_** ** _Yes, our teeth and ambitions are bared  
Be prepared!_**

 ** _[Changeling Fleet]:  
Yes, our teeth and ambitions are bared  
Be prepared!_**

 _All of the Changeling armada shared a dastardly laugh._

 _All except the uncertain Thorax..._

* * *

 ** _The next day. . ._**

The day was perfect.

The pegasi had cleared the clouds in the sky. They had even taken the time to mold them in hearts and roses. The castle gardens had been tended by the best earth ponies in all of Equestria. There was a miraculous magic in the air and even the grumpiest of ponies had a sufficient smile on their face as they made their way into the castle. The 5 Elements of Harmony could only look about in wonder at what they had done…they had put on the biggest wedding in Equestria and everypony was in attendance. Fluttershy's birds happily sang the wedding march as Cadence walked towards Shining Armor, making Rarity's wedding gown look like the finest thing ever created. Everypony looked upon the princess of love and felt their heart beat a bit faster. The only one not smiling was Shining Armor, but all attributed that to jitters.

The day was perfect.

Well... _Almost_ perfect.

 ** _This day is going to be perfect  
_ _The kind of day of which I've dreamed since I was small  
_ _Everypony I'll soon control  
_ _Every stallion, mare, and foal  
_ _Who says a girl can't really have it all?_**

Chrysalis smiled to herself as she strolled down the aisle, the three flower girls ambling ahead of her before shuffling over to the side. _They will make sufficient slaves once I take_ _control._ Her smile grew wider as she took her spot next to her husband-to-be.

"Mares and gentlecolts, we are gathered here today to witness the union of Princess Mi Amore Cadenza and Shining Armor."

He didn't know why he needed to do this. He didn't know why he wanted to do this. He did know why he should do this.

He had to save Twilight.

"Princess Cadance and Shining Armor, it is my great pleasure to pronounce you – "

 _"Stop!"_


	3. Chapter 3

**_In the sky. . ._**

The Wonderbolts were in the process of patrolling the skies above when they were shot down and imprisoned up in gigantic fish nets. When they regained their consciousness, they were horrified to see a Changeling squadron cackling in devilish triumph. As they carried them off to their captivity, one and only one of them was able to slip out of their grasp. Soarin didn't let sprained ankles slow him down as he attempted to warn the Princesses.

But a head-on tackle immediately did him in.

Soarin rolled a few times before leaping onto his feet. The Changeling didn't take a fighting stance just as he did, confusing him. Instead... Just not enough to let down his guard.

"Who are you? What do you want?"

"... To see an empire fall...and then rise again."

Soarin and the Changeling both stood their ground as they were both caught in their little Mexican Standoff.

"I wish not to harm you, good sir. You could be of use to me, if not great or even good. My intentions are just that: intentions. I wish to assist you in warning the Princesses about the impending threat against Centerlot. What you may not know is this threat will continue to spread all over Equestria and nothing may stop it. My Queen has taken every aspect of her plan into account and made sure that it will not _attempt to_ fail."

 _"... Your Queen?"_

"Chrysalis is her name, conquest is her game. Canterlot will be Ground Zero for said conquest. Of course, there was one aspect of her plan she didn't take into account."

"What?"

"Me. Unlike the rest of my fellow shapeshifters, I saw the fault of this foolish conquest of my Queen's. I planned to defect as soon as I can, but not before I do something right for a change."

"... This coming from a Changeling?"

"I know. Shocking, right?"

"Well, it shouldn't be surprising now. What have I got to lose?"

"Besides your life and possibly the security of all of Equestria? Nothing much, really."

Soarin nodded in agreement and followed the Changeling.

* * *

 ** _In the wedding hall. . ._**

 _"Stop!"_

The crowd turned their attention to the front entrance and found a certain purple unicorn standing tall. Reactions to Twilight's dramatic entry were mixed: the majority of the ponies were wondering why she was uninvited, while the particular ponies closest to her had a pretty good wonder why she was uninvited.

"Ugh! Why does she have to be so possessive of her brother? Why does she have to ruin my special day?" Chrysalis attempted to cry crocodile tears in order to fake out her façade, but to no avail.

"Because it's not _your_ special day! It's _mine_!"

Everypony turned their attention to their entrance once again and gasped in succulent shock at the sight of the Princess of Love standing beside her.

" _What?_ But how did you escape my bridesmaids?"

"Does it matter? I'm here to reclaim who's mine!"

"I-I don't understand. How can there be two of 'em?"

"She's a Changeling. She takes the form of somepony you love and gains power by feeding off your love for them."

Chrysalis scowled severely and, her pretentious plan taking its toll on her, transformed into her true self. The insect / pony-like creature had a twisted unicorn horn, a pair of tattered insectoid wings, and a structure similar to Princess Celestia, a sharp pair of fangs, dark green eyes with elongated oval pupils, a teal mane and tail, blue-green chitinous plating over her midsection, and a small, black crown tipped with blue orbs. Her slender build – legs, mane, and tail included – hoarded holes all over and her voice – laugh very much included – was distorted,

"Right you are, Princess. And as Queen of the Changelings, it is up to me to find food for my subjects. Equestria has more love than any place I've ever encountered. My fellow Changelings will be able to devour so much of it that we will gain more power than we have ever dreamed of!"

"They'll never get the chance! Shining Armor's protection spell will keep them from ever even reaching us!"

"Oh, I doubt that. Ever since I took your place, I've been feeding off Shining Armor's love for you. Every moment he grows weaker and so does his spell. Even now, my minions are chipping away at it."

Everypony glanced upward and gasped in horrified shock at the company of Changelings clanging themselves against Shining Armor's spellbound sphere. From a distance, Soarin wasn't particularly surprised or horrified by this revelation, as the Changeling named Dusk had disclosed this information to him in advance. The Pegasus was shocked, however, that this Queen Chrysalis was able to creep up on the limits of Canterlot without warning and somehow replace the real Princess Cadence. Why Princess Celestia herself was not aware of this and instead ignore Miss Twilight's warnings was beyond him.

The Changeling Queen, confident in her fully controlled conquest, marched towards the Captain of the Royal Guard and took her place beside him. "He may not be my true love, but he is under my total control now. And I'm sorry to say, unable to perform his duties as Captain of the Royal Guard!"

"No! Not my Shining Armor!"

"Soon, my Changeling army will break through. First, we take Canterlot. And then, all of Equestria!"

 _"No... You won't."_

Celestia was not so easily forgotten and Chrysalis was fully aware of this. However, her presence was pretty pretentious in and out of itself. The Changeling Queen turned to face the Princess of Equestria, a battle scowl plastered on the latter's face.

"You may have made it impossible for Shining Armor to perform his spell, but now that you have so foolishly revealed your true self...I have protect my subjects from you!"

Their horns clashed before engaging in a Beam-O-War. Their magic auras ignited sparks that almost affected the wedding guests negatively. Both members of royalty were overexerting their overall energy, breaking off as a result. At that precise point in the battle, the Changeling army finally broke through the shield and dive-bombed Canterlot City. Everypony scrambled to safety as everypony else in the wedding hall did the same. Princess Celestia hobbled over to the Mane 6 and muttered a final warning before collapsing into unconsciousness:

"The Elements of Harmony. You must get to them and use their power to defeat the Queen."

"Twilight" faced her friends and nodded in understanding, leading them to get dangerous. They both ran out of the wedding hall and into the streets, where a swarm of Changelings were waiting for them. From a distance, the real Twilight watched on as they did battle with the rest of Dusk's fellow Changelings, who continued to crush Canterlot and the rebelling forces. All attacked...all except one. She tilted her head in confusion as he glanced around and around at the collateral carnage conversing around him; it seemed to her that he was absolutely appalled and amazed by the action-packed strategy utilized by his fellow Changelings. Seriously, dive-bombing the city was the bomb...uh, no pun intended.

Thorax watched as his brother led their fellow Changelings to not just battle, but their doom as well. Indeed, the fights were illustrated just in the way the stories were told to him. Blood was shed, bodies were piling up, and the personification of death was everywhere. It _terrified_ him, and for _very_ good reason.

Twilight and Thorax glanced back down towards the battle and found that a murky mist had completely masked their presence to everypony involved in the battle. Both separately soared into the sparring section and immediately got lost somewhere in the scuffle. Unlike Thorax, however, Twilight was greatly guided by none other than her at-the-moment mentor Dusk Shine, who was fully aware of his surroundings,

"Twi, I met your friends; they're ' _fantastic_ '."

"You were using questionable quotation marks?"

"Oh, come on, you know that you're thinking the same thought."

"Let's agree to disagree. You planned out the plan?"

"Obviously. Otherwise, I wouldn't be here masterfully masquerading as you marvelously manipulating your so-called friends."

"Just stick to the plan and leave them out of this for now."

"No promises. See you on the other side, Twi."

With that, Dusk flew out and reverted back to his Twilight disguise, meeting up with the other captives. Twilight herself retreated elsewhere until the time came. She didn't want to do this. She needed to do this. For the sake of her family. For the sake of her friends. For the sake of her kingdom.

 _The_ kingdom.

 _"Noooooo!"_

Twilight looked on as Chrysalis and the rest of her Changelings were extravagantly expelled from Equestria and impelled into the Badlands. Everypony set aside their fears and gradually began to cheer in celebration of their conquering of the Changelings. Logan looked on as Twilight's brother and sister-in-law descended from above and landed ever so gracefully. _Excellent_ _...with them on the good side of things..._

"Twilight Sparkle?"

Dusk turned to face Twilight's mentor Princess Celestia – the Princess Celestia – in the flesh, a solemn expression worn. He resisted his urge to kill her right there right now in front of her subjects. _Conceal...don't feel. Don't let it show._

"I wish to apologize in advance for my behavior towards you prior to the wedding. I have failed not only as a ruler...but as a mentor as well. Will you accept my apology?"

Dusk was uncertain as to how to respond. He bit his bottom lip, "No. I can't...because it was not your fault."

Princess Celestia was tremendously taken aback by "her student's" response, as were the other ponies who were listening in. Before anything else could be said, however, somepony cried out:

 ** _"There's one more!"_**

Celestia almost immediately caught on what she said and rushed after her, Shining Armor and Cadance following not so far behind. The chase delved deeper into the Everfree Forest and the murky mist that morphed into formation only got murkier. At that notion, "Twilight" reverted back to Logan and he played role reversal with the real Twilight. Eventually, the chase culminated at a cliff side; both screeched to a stop and faced off each other,

"We're still friends after this, right?"

"Ha. It depends on how hard I blast you."

The bushes bristled and out popped the two Princesses and the Captain,

"Twily, get away from it! I don't want you to get hurt!"

"Oh, no, Shining Armor – _you_ should get away from me. _You_ wouldn't want to get hurt."

In a split second, Dusk's horn glowed its harlequin color and opened fire on Shining Armor; Twilight's subsequent spring seemed in slow motion. The following fire wasn't. It was fully fast and furious – so fast and furious in fact, that it sent Twilight smashing into a tree and narrowly snapping her spine.

 _ **"TWILIGHT!"**_

All three rushed over to Twilight's aid and frantically fought to wake her up. When she did, she jolted awake and glanced up at the three, who suddenly flinched back in horror. Twilight greatly glared at an arriving Logan and hoisted up her hoofs to see it jet-black, soon screaming at the top of her lungs.

 _ **"What have you done?"**_ Twilight roared at Dusk in horrified confusion, _ **"WHAT HAVE YOU DONE?!"**_

Her savage screaming reverted to a distorted and out of sync howl. The jet-black color crawled under her coat and spread all over, the evident expections being her back (which resembled a turtle's shell), her mane, and her tail; the latter two were readily ruffled, but nonetheless nurtured the same hair color she grew up with. Her eyes were two different: One hadn't a pupil, the other had. Fitting fissures were formed in her legs and her humped horn complemented completely her abhorring appearance.

 _"Twi...Twilight?"_

Twilight suddenly screeched at the trio, sending them stumbling backward. All were terrifically taken aback by this abrupt action of their sister/apprentice. Shining Armor, Cadance, and Celestia all shared the same state: A state of authentic apprehension. However, out of all the terrifying three, Celestia in particular was purely panicked beyond her breaking point; it was extra than enough to crack her calm. She was her prized pupil, her star student, and...dare she say it, her _dearest daughter_.

"Twilight... It's me... Princess Celestia."

Twilight continuously caterwauled in an effort to get them back off; surprisingly in her right mind, it wonderfully and wofeully worked. An immediately invisible Dusk gently glided above them all, taking his place beside the modified mare,

"I'm so sorry. I didn't step on your monumental moment, did I?"

Shining Armor greatly gritted his teeth before screaming supreme, **_"WHAT DID YOU DO?! WHAT DID YOU DO TO MY SISTER, YOU MONSTER?! WHO ARE YOU?! WHERE _****_ARE YOU?!"_**

Dusk blinked brisk before stupefiedly shaking his head, "Wow. Speaking of subtlety..." He deflected back to detection, alarming away the trio into collosally crushing him, "Okay, I believe it's time to address the enormous elephant in the room, but...this is all your fault."

 _"What?"_ Princess Celestia cocked her head in confusion.

"It's rather fantastically funny when you come to think about it for a moment's notice – for a Princess of many visions, you are truly blind."

"Hey! You leave the Princess out of this; this wasn't her fault!"

"That, Shining Armor, I cannot agree on."

The Captain of the Royal Guard commanded a confused expression and turned to face a now contemplating Celestia. The Princess turned away from the Captain in turn and launched her lament,

"The Changeling is right, Shining Armor. This is all my fault."

"That I can agree on. Took you long enough."

"Shut up! Princess, what are you talking about?"

"Shining Armor, it has become crystal clear to me. We didn't listen. _None of us_ did."

At that sentence, Shining Armor's eyes widened and whirled around to witness the Changeling beside the other. The Changeling that was responsible for reverting her little sister into one of them suddenly secured a point. Shifting his head towards the other, his eyes truly teared up at the sight of his supposed sister. The Changeling _looked_ like his little sister, the Changeling _sounded_ like his little sister, but...

The Changeling _wasn't_ his little sister. Not entirely, at least.

 _ **("Incomplete" – Backstreet Boys)**_

"Enough of this superfluous sentiment! We're leaving."

Dusk gently gestured Twilight to follow and fly away. The melancholic mare shot the grief-stricken group one last look before following her new master. Twilight didn't know where to go after this wedding wreck. She could only follow Dusk as of now. Facing him, she exchanged uncertain glances and began her progressive passage towards the Changeling Kingdom. Morning, afternoon, and evening had passed. The first day of working the wedding once again was completed; only a few weeks more and it would pay off. If there were a wedding to work over, that is. It wasn't until nighttime that Princess Celestia summoned the Mane 5 plus Spike and Twilight's parents to share insight on their friend's / daughter's disappearance. What they did know (but didn't deserve to know fully) was that she "died".

 ** _[All]: "WHAT?!"_**

 _ **[Princess Celestia]:** **"Now, my little ponies, I know this news seems trouble to you – "**_

 ** _[Rarity]: "Troubling? Your Majesty, this news is quite appalling!"_**

 ** _[Rainbow Dash]: "No, Twi can't be dead! I refuse to believe that the egghead is dead!"_**

 ** _[Pinkie Pie]: "It's a joke! It has to be some kind of joke!"_**

 ** _[Fluttershy]: "Oh, Twilight! I'm so sorry! Please forgive me!"_**

 ** _[Applejack]: "No... Twi... It can't be true..."_**

 ** _[Spike]: "No, Twilight! Don't be dead! I'm sorry!"_**

 ** _[Twilight Velvet]: "Where's your sister, Shining Armor? WHERE IS SHE?!"_**

 ** _[Night Light]: "Why didn't you protect her, Shining Armor? WHY?! TELL ME!"_**

Twilight and Logan's second day in the journey towards the Changeling Kingdom led them to an oversized ocean, one you can decidedly drown in. The mare gazed at her reflection in the water and wondered if she made the wise decision. Meanwhile, the Kingdom of Equestria was in a subsequent state of somber shock when the dreaded dispatch had been made. Major cities and towns, from Canterlot to Ponyville to Manehattan to Appleloosa, mourned the "death" of their honored hero.

Twilight suddenly shot awake and alert, nearly falling off Logan in the process. She did a double take immediately after and realized his restless relentlessness. She wanted to wake up, but for some reason...she couldn't. She wanted to hold on.

Shining Armor and Cadance spent the night in the same room, despite the latter's immense insistence on not being with and/or seeing the former. He himself wanted to wake up, but for some reason...he couldn't. He wanted to hold on. And so did she.

They all wanted to hold on. They all tried their best. But with Twilight gone, all they would going to ever be...was incomplete.


End file.
